Terms & Conditions of Sale

Rainford Solutions Ltd

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1. INTERPRETATION 1.1 In these Conditions, the following definitions apply:

Acceptance Notice: the Company’s written acknowledgement of the Order in the form determined by the Company from time to time and which incorporates these Conditions by way of hyperlink or website address;Company: Rainford Solutions Limited registered in England & Wales (Company No: 05061620) whose registered office is Mill Lane, Rainford Industrial Estate, Rainford, St Helens WA11 8LS;Conditions: these terms and conditions;Contract: the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions;Customer: the person or firm who purchases the Goods and/or Services from the Company; Event of Force Majeure: has the meaning given to it in Condition 14;Goods: the goods (or any part of them) set out in the Order;IPRs: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;Order: the Customer's order for the supply of Goods and/or Services either set out in writing or given verbally by the Customer to the Company;Services: the services to be provided by the Company where the Goods are to be manufactured to a Specification, or installed by the Company at the Customer's premises, as set out in the Order or agreed between the parties from time to time;Specification: any specification for the Goods (including any relevant plans or drawings) either provided by the Customer or the Company and agreed between the Company and the Customer.

1.2 In these Conditions, the following rules apply: 1.2.1 a person includes a natural person, company, LLP corporate firm, partnership, joint venture, association, trust and a reference to a party includes its personal repre­sen­ta­tives, successors and permitted assigns; 1.2.2 the singular includes the plural and vice versa; the masculine includes the feminine and neuter and vice versa: 1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and any subordinate legislation made under it; 1.3 References to include, includes and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation. 1.4 A reference to writing or written includes faxes and email.

2. ACCEPTANCE OF ORDERS 2.1 These Conditions shall apply to all Orders for Goods and/or Services received by the Company. The Contract, together with the Order and the Acceptance Notice, constitutes the entire agreement between the parties and the Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. No other conditions whether or not inconsistent with these Conditions shall apply to the Contract. 2.2 Each Order constitutes an offer by the Customer to purchase the Goods and/or Services upon these Conditions. A Contract shall not be formed until the Customer is provided with an Acceptance Notice by the Company, on which date the Contract will come into existence (Commencement Date). The Contract will only relate to those Goods and/or Services set out in the Acceptance Notice. 2.3 All Contracts are subject to these Conditions. No variation of these Conditions will be accepted by the Company unless previously agreed in writing by the Company. The Company reserves the right to refuse any Order without providing a reason. 2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force. For the avoidance of doubt, the Company may change such samples, drawings, descriptions of illustrations from time to time. 2.5 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 30 days from its date of issue. 2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. CUSTOMER'S AUTHORITY Customers entering into transactions with the Company expressly warrant that they are authorised to accept and are accepting these Conditions not only for themselves but also as agents for and on behalf of all other persons who are, or may become, interested in the Company's goods, whether in whole or part.

4. DETAILS AND SPECIFICATIONS 4.1 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's IPRs arising out of or in connection with the Company's use of the Specification. This Condition 4.1 shall survive termination of the Contract. 4.2 The Company reserves the right to amend any Goods and Specifications if required by any applicable statutory or regulatory requirements.

5. PRICES 5.1 The price for Goods shall be the price set out in the Company's quotation [and/or Acceptance Notice]. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. 5.2 The charges for Services shall be on a time and materials basis as set out in Company's quotation [and/or Acceptance Notice]. The Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials. 5.3 The Company reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to the Company that is due to: 5.3.1 any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 5.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 5.3.3 any delay caused by any instructions of the Customer in respect of the Goods or Specification or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods or Specification. 5.4 In respect of Goods, the Company shall invoice the Customer on or at any time after despatch. In respect of Services, the Company shall invoice the Customer on completion of each particular Services to which the invoice relates. 5.5 All prices quoted are subject to VAT at the prevailing standard rate.

6. PAYMENT 6.1 Subject to any specific payment terms set out in the [Company’s written quotation or] Acceptance Notice, payment of account is to be received by the Company within 30 days from the date of each and every invoice. If any sum payable is not paid when due, that sum will bear interest from the due date until payment is made in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Company will be entitled to suspend delivery of Goods and/or the provision of Services of subsequent contracts and revise any agreed discounts until the outstanding amount has been received. Time for payment shall be of the essence of the Contract. 6.2 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

7. CANCELLATION OF ORDERS The Company will use reasonable endeavours to meet Customers' individual requirements but the Company shall be under no obligation to accept cancellation or amendment to any Contract or any part of a Contract. Where such cancellation or amendment to a Contract is agreed by the Company, it is on the understanding that a cancellation or amendment charge may be levied.

8. DELIVERIES AND CARRIAGE 8.1 All Goods will be despatched by the most appropriate route. Where a Customer suggests an alternative route or places an Order outside the normal schedule the Company shall have the right to charge the entire cost of delivery, irrespective of the value of the Order. 8.2 The Company may deliver the Goods by instalments, which may be invoiced and paid for separately. References in these Conditions to delivery of the Goods shall, where applicable, be read as to include reference to delivery of the Goods by instalments. Each instalment shall constitute a separate contract so that any delay or defect in an instalment shall not entitle the Customer to terminate any other instalment. 8.3 Deliveries will be made to the Customer’s goods inwards area at the stated delivery address. Any special delivery requirements or difficulties in delivering (e.g. narrow doorways, stairs, restricted access) should be made known to the Company at the time of placing the Order and may be subject to additional costs. The Company cannot accept responsibility for any difficulties in delivery as a consequence of information or lack of information supplied by the Customer. 8.4 The Company will use reasonable endeavours to deliver the Goods within the time agreed when the Company accepts an Order and, if no time is agreed, then within a reasonable time, but the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery that is caused by the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 8.5 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods. 8.6 If the Customer fails to accept or take delivery of the Goods within 7 days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by an Event of Force Majeure or by the Company's failure to comply with its obligations under the Contract in respect of the Goods: 8.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 8th day following the day on which the Company notified the Customer that the Goods were ready; and 8.6.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 8.7 Upon the expiry of four weeks after the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 8.8 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

9. RISK AND RETENTION OF TITLE 9.1 All Goods supplied by the Company to the Customer shall remain the property of the Company until such time as the Company receives payment in full for the Goods and of all other moneys due to the Company from the Customer. After delivery of the Goods to the Customer the Goods shall be at the Customer's risk and the Customer shall insure those Goods against loss or damage. 9.2 Until title to the Goods has passed to the Customer, the Customer shall: 9.2.1 hold the Goods on a fiduciary basis as the Company's bailee; 9.2.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property; 9.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 9.2.4 maintain the Goods in satisfactory condition; 9.2.5 notify the Company immediately if it becomes subject to any of the events listed in Conditions 20.1.3 to 20.1.11 (inclusive); and 9.2.6 give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may [resell or] use the Goods in the ordinary course of its business. 9.3 Until such time as title in the Goods shall pass to the Customer in accordance with the foregoing provision, the Customer becomes subject to any of the events set out in Conditions 20.1.3 to 20.1.11 (inclusive) or the Company reasonably believes such event is about to happen and notifies the Customer accordingly, then without limiting any other right or remedy the Company has, the Company shall be entitled at any time to require the Customer to deliver up the Goods, and if the Customer fails to do so promptly, to repossess the Goods whether with or without notice and the Company and its employees or agents shall have the right at any time to enter upon the premises of the Customer for the purpose of effecting such repossession.

10. SUPPLY OF SERVICES 10.1 The Company shall provide the Services to the Customer in accordance with the Specification in all material respects. 10.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Company's quotation or the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 10.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event. 10.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill. 10.5 The Company shall where indicated in its quotation or the Acceptance Notice, use its reasonable endeavours to produce a sample of the Goods within any timescales set out in such documents and where no time scales are set out, as soon as reasonably practicable after the Commencement Date. The Company shall submit the sample to the Customer for approval prior to production of of the Goods. The Company shall not be obliged to commence manufacture of the Goods until the Customer has communicated its approval of the sample to the Company in writing. Approval shall not be unreasonably withheld or delayed by the Customer and, once given, shall constitute irrevocable confirmation that the Goods manufactured in conformity with the sample (or differing only within normal industrial limits) will comply with the Specification and will meet the requirements of quality specified in Condition 15.1.1, except in respect of defects which are not capable of being revealed on reasonable inspection by the Customer. 10.6 Subject to the Customer’s approval of samples of the Goods under Condition 10.5, the Company shall during the period of the relevant Contract(s) manufacture in accordance with the Specification and supply to the Customer, and the Customer shall purchase, such volumes of the Goods as set out in the quotation or Acceptance Notice. Any further Contract for the same shall not require the Company to produce and supply a sample in accordance with Condition 10.5, however the remaining provisions of Condition 10.5 shall continue to apply to such Contract.

11. CUSTOMER'S OBLIGATIONS 11.1 The Customer shall: 11.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Specification are complete and accurate; 11.1.2 co-operate with the Company in all matters relating to the Services; 11.1.3 provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services or otherwise for the purposes of these Conditions; 11.1.4 provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 11.1.5 prepare the Customer's premises for the supply of the Services; 11.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; 11.1.7 keep and maintain all materials, equipment, documents and other property of the Company at the Customer's premises in safe custody at its own risk, maintain the same in good condition until returned to the Company, and not dispose of or use the same other than in accordance with the Company's written instructions or authorisation. 11.2 If the Company's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 11.2.1 the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company's performance of any of its obligations; 11.2.2 the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this Condition 11.2; and 11.2.3 the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

12. INTELLECTUAL PROPERTY RIGHTS 12.1 All IPRs in or arising out of or in connection with the Services shall be owned by the Company, including any IPRs in the Specification where prepared by the Company. 12.2 The Customer acknowledges that, in respect of any third party IPRs in the Services, the Customer's use of any such IPRs is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Customer.

13. CONFIDENTIALITY 13.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This Condition 13 shall survive termination of the Contract. 13.2 The obligations of confidentiality detailed in Condition 13.1 shall not apply to any confidential information which the Receiving Party can show: 13.2.1 is or subsequently comes into the public domain other than by breach of the Receiving party's obligations under these Conditions; 13.2.2 the disclosure is required by law, regulation or order of a court of competent jurisdiction.

14. FORCE MAJEURE The Company will not be liable to the customer for any failure or delay in delivery of the Goods or provision of the Services if it is due to any event beyond the reasonable control of the Company, including strikes, lock-outs or other industrial disputes (whether involving the Company's workforce or not), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors (an Event of Force Majeure). The Company will be entitled to a reasonable extension of time for performing such obligations and shall not be liable for any loss or damage occasioned to the Customer thereby.

15. WARRANTY AND WARRANTY PERIOD 15.1 The Company warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), save where the original manufacturer specifies an alternative warranty, in which case the Customer will only be entitled to the benefit and/or limitation of such warranty given by the manufacturer, the Goods shall: 15.1.1 conform in all material respects with their description and any applicable Specification; 15.1.2 be free from material defects in design, material and workmanship; 15.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and 15.1.4 be fit for any purpose held out by the Company. 15.2 The Customer may reject any Goods delivered to it that do not comply with Condition 15.1, provided that: 15.2.1 notice of rejection is given to the Company: 15.2.1.1 in the case of a defect or damage that is apparent on normal visual inspection, within 14 days of delivery; 15.2.1.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent provided the Goods are still within the Warranty Period; and 15.2.1.3 none of the events listed in Condition Error! Reference source not found. apply. 15.3 If the Customer fails to give notice of rejection in accordance with Condition 15.2, it shall be deemed to have accepted such Goods. 15.4 Subject to Condition 15.5, if: 15.4.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 15.1; 15.4.2 the Company is given a reasonable opportunity of examining such Goods; and 15.4.3 the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost; the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 15.5 The Company shall not be liable for the Goods' failure to comply with the warranty in Condition 15.1 or any other breach of the Conditions or term of a Contract if: 15.5.1 (in respect of a failure to comply with a warranty) the Customer makes any further use of such Goods after giving a notice in accordance with Condition 15.4.1; 15.5.2 it arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; 15.5.3 it arises as a result of the Company following any drawing, design or Specification supplied by the Customer; 15.5.4 (in respect of a failure to comply with a warranty) the Customer alters or repairs such Goods without the written consent of the Company; 15.5.5 it arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; 15.5.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 15.6 If, following the Company’s inspection of the Goods (pursuant to Condition 15.4.2) the Company determines that the breach of warranty has arisen as a result of any of the circumstances set out in Condition 15.5, then the Customer shall pay the [reasonable] costs and expenses incurred by the Company in relation to such inspection. 15.7 Where the Company agrees to remedy any defect in the Goods arising as a result of any of the circumstances set out in Condition 15.5, then the Customer shall pay the Company’s charges and expenses for such services at the Company’s standard rates from time to time. 15.8 Except as provided in this Condition 15 the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Condition 15.1. 15.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under Condition 15.4. 15.10 Except as otherwise provided in this clause, the Company makes no other representations or warranties and expressly to the fullest extent permitted by law hereby excludes the same whether implied, statutory or otherwise especially as to the quality or fitness of the Goods for any particular purpose.

16. NON-DELIVERY 16.1 In the event of non-arrival of goods, the Customer must inform the Company within 14 days of the date of the invoice or advice of despatch, otherwise no claim can be considered.

17. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION 17 17.1 Nothing in these Conditions shall limit or exclude the Customer's liability for: 17.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 17.1.2 fraud or fraudulent misrep­res­en­ta­tion; 17.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 17.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 17.1.5 defective products under the Consumer Protection Act 1987. 17.2 Subject to Condition 17.1: 17.2.1 the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 17.2.2 the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the amount paid by the Customer for the Goods and/or Services that are the subject of the Contract. 17.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 17.4 This Condition 17 shall survive termination of the Contract.

18. ASSIGNATION The Customer shall not assign, transfer, charge, subcontract or otherwise deal in any other manner with all or any part of its rights or obligations under the Contract without the prior written consent of the Company.

19. WAIVER Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party’s rights hereunder nor in any way affect the validity of the whole or any part of the Contract nor prejudice that party’s right to take subsequent action.

20. TERMINATION 20.1 The Company may by written notice terminate the Contract without any liability if: 20.1.1 the Customer fails to pay any sum due under the Contract within thirty (30) days of any due date; 20.1.2 the Customer breaches any terms of these Conditions and fails to cure such breach within 30 days of written notice from the Company requiring that such breach be remedied; 20.1.3 the Customer suspends or threatens to suspend payment of its debts or becomes unable to pay its debts as they fall due (as defined in section 123 of the Insolvency Act 1986) or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 20.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; 20.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; 20.1.6 the Customer (being an individual) is the subject of a bankruptcy petition or order; 20.1.7 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days; 20.1.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company); 20.1.9 a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; 20.1.10 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; 20.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 20.1.1 to Condition 20.1.10 (inclusive); 20.1.12 the Customer ceases or threatens to cease to carry on its business or a significant part of it; or 20.1.13 the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 20.2 Termination, howsoever or whenever occasioned shall be subject to and shall not:- 20.2.1 prejudice any rights and remedies the Company may have under these Conditions and/or any Contract or under the applicable law in respect of any breach of these Conditions and/or any Contract to the extent such rights or remedies have accrued or become available prior to such termination; or 20.2.2 relieve the Customer of any payment obligation that arose prior to termination and all outstanding invoices shall become immediately due. 20.3 Termination of the Contract shall not affect the coming into force nor the continuance in force of any terms of the Contract which are either expressly or by implication intended to come into or continue in force on or after such termination.

21. SEVERABILITY In the event that any Conditions shall be determined (in whole or in part) by any competent authority to be invalid, unlawful or unenforceable to any extent, such Condition or part thereof shall to that extent be severed from the remaining terms and conditions which shall continue to have full force and effect.

22. GENERAL 22.1 Notices: 22.1.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number. 22.1.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next working day after transmission. 22.1.3 This Condition 22 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail. 22.2 No partnership: Nothing in these Conditions or any Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 22.3 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

23. PROPER LAW These Conditions, any Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by & construed according to the English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.